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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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<S> <C>
Filed by the registrant /x/ / / Confidential, for Use of the
Filed by a party other than the registrant / / Commission Only (as permitted
Check the appropriate box: by Rule 14a-6(e)(2)
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/ / Preliminary proxy statement
/ / Definitive proxy statement
/x/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CALIFORNIA JOCKEY CLUB
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/x/ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1/
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/x/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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1. Set forth the amount on which the filing fee is calculated and state how
it was determined.
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NEWS RELEASE
[SITRICK AND COMPANY LOGO]
Contact: Sitrick and Company
Michael Sitrick
Donna K.H. Walters
(310) 788-2850
Anne George
(212) 755-2850
FOR IMMEDIATE RELEASE
CALIFORNIA JOCKEY CLUB FILES LAWSUIT AGAINST
BAY MEADOWS OPERATING COMPANY, DISSIDENT GROUP, AND OTHERS;
CHARGES VIOLATIONS OF SECURITIES LAWS
SAN MATEO, CALIF. - AUGUST 14, 1996 - The California Jockey Club
(AMEX:CJC) today said it filed a lawsuit charging Bay Meadows Operating Company
(BMOC), two of BMOC's directors, and a group of California Jockey Club
dissident shareholders with violations of the Securities Exchange Act.
The complaint was filed late Tuesday in the U.S. District Court for the
Northern District of California in San Francisco.
Named as defendants are BMOC; John C. Harris, its chairman and a member
of the dissident group; F. Jack Liebau, its president; and nine other members
of the dissident group calling itself California Jockey Club Shareholders
Committee. Those members are: David Gjerdrum, Barton D. Heller, Jerrylee
Vanderhurst, Ronald J. Volkman, Ashton Cloniger, F. Scott Gross, Doris Johnson,
Noble Threewitt and Frank Wipfli.
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2029 Century Park East, Suite 1750
Los Angeles, CA 90067
(310) 788-2850 Fax: (310) 788-2855
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California Jockey Club -2-2-2-2
According to the lawsuit, the defendants' "failure to make required
filings with the Securities and Exchange Commission (SEC) and disclosures to
the investing public" violated SEC rules and regulations. These actions, the
lawsuit states, were taken by the defendants "in connection with their
concerted efforts to effect a change in control of CJC by electing five of
their number as the five directors of CJC."
By bringing the suit, CJC seeks to "compel defendants to make the
required filings and disclosures ... and to enjoin defendants from
participating in further unlawful solicitations of proxies, from voting their
existing shares and proxies, and from delivering any proxies obtained by them
to CJC."
CJC is a real estate investment trust that owns approximately 178 acres
of land in San Mateo, where the Bay Meadows Racecourse is situated. BMOC leases
substantially all of that land from CJC and operates the racecourse. Shares of
the two companies are traded on a paired basis.
The Board of Directors of CJC has nominated four current directors,
Kjell H. Qvale, James Harris, James Conn and Brian Herrera, for re-election to
the Board. According to a letter mailed to stockholders August 13 with CJC's
proxy materials, these nominees have pledged to continue to pursue a course of
action, initiated by the current Board, that provides CJC with "the opportunity
for additional earnings and increased dividends and [to] generate funds to
supply Bay Meadows' stable needs, and thereby support continuance of live
racing at Bay Meadows."
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California Jockey Club-3-3-3-3
The letter, which was signed by Mr. Qvale, further states that "critical
to this plan is the sale of two parcels for an aggregate of approximately 73
acres of the total 178 acres owned by CJC at Bay Meadows...[for] $52 million."
On the other hand, the dissident group, according to proxy materials
filed with the SEC, seeks to "explore the broad options that CJC may presently
have to declare void, rescind and/or modify the real estate sales contracts." To
this end, the dissident group has sought proxies of CJC stockholders in its bid
to oust the current Board of Directors.
Also, BMOC has filed preliminary materials with the SEC calling for a
special meeting of its (and CJC's) stockholders one-half hour before, and in the
same location as, CJC's annual meeting, scheduled for 10 a.m., August 30, 1996
at the Bay Meadows Racecourse.
CJC says in the complaint that the BMOC special meeting was called
"without any proper corporate purpose of BMOC, without making required
disclosures, and by disseminating false and misleading proxy materials." This,
the CJC lawsuit contends, is a "too-clever-by-half artifice" designed to
influence CJC's stockholders and is "false and misleading in the extreme."
By their actions, the lawsuit states, BMOC's directors "have been doing
everything in their power to prevent CJC from going forward with the
transactions."
Mr. Liebau and Mr. John Harris -- who is one of the dissident group's
nominees to the CJC board -- have "acted in concert with the [dissident]
Committee and its other members, in their collective efforts to benefit and
entrench [John] Harris and Liebau at the expense of CJC and its stockholders by
duping the CJC stockholders into electing the dissident slate," the lawsuit
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California Jockey Club-4-4-4-4
contends. "In doing so, defendants are pursuing their personal interests, which
are not only unrelated to the welfare of the stockholders of BMOC, but
detrimental to that welfare."
The lawsuit states that the dissident group, including Liebau and John
Harris, have acquired 5.57% of the outstanding CJC common stock but that,
contrary to securities regulations, "no report of such aggregate ownership has
been made to CJC, the SEC, or the American Stock Exchange (the exchange on
which CJC's shares are traded)."
Also, the dissident group only belatedly disclosed "the membership of
defendant [John} Harris...", and its "proxy materials are false and
misleading...in failing to disclose adequately the multiple roles, and conflicts
of interest, faced by defendant [John] Harris, in his capacities as chairman of
the board of directors of BMOC, a member of the [dissident] Committee, a
nominee on the dissident slate, and as the sole shareholder of a business which
is a supplier to BMOC."
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